GENERAL MILLS OPERATIONS, LLC GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION/INSTALLATION. January, 2006

Transcription

1 GENERAL MILLS OPERATIONS, LLC GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION/INSTALLATION January, 2006

2 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION/INSTALLATION January, 2006 ( GENERAL CONDITIONS ) ARTICLE 1.0 DEFINITIONS 1.01 "Addenda" means the written or graphic illustrations issued prior to the effective date of the Standard Agreement which modify the Contract Documents "Agreement" means the Standard Agreement executed by GMOL and the Contractor for the Work to be performed "Application for Payment" means the application to be submitted by Contractor in accordance with Paragraph of these General Conditions "Architect" means the person who has been retained to oversee/perform the portions of the Work that relate to the design of the building, its exteriors and interiors, its finishes, furnishings, and its door and window details, and the provision of the related drawings and specifications "Commencement Date" means the date contained in the Notice to Proceed for commencement of the Work "Construction Activity Plan" means one or more critical path method schedules prepared by GMOL, based on the Overall Program Schedule for major portions of the Project, one or more of which may pertain to the Work "Construction Manager" means the party identified as the Construction Manager in the Standard Agreement "Contract" means the Work awarded to the Contractor "Contract Documents" consist of the Standard Agreement between GMOL and Contractor, these General Conditions, Supplementary and other Conditions, Bid Scopes, Drawings, Specifications, Addenda, other documents listed in the Standard Agreement, and Modifications issued after execution of the Standard Agreement. Unless specifically enumerated in the Standard Agreement, the Contract Documents do not include other documents such as bidding requirements, advertisements or invitations to bid, instructions to bidders, sample forms, the Contractor's bid or portions of addenda relating to bidding requirements "Contract Price" means the amount specified as the Contract Price in the Standard Agreement "Contract Time" means the time allowed for Substantial Completion of the Work, as set forth in the Standard Agreement "Contractor" means the person or entity identified in the Standard Agreement as the Contractor, and includes the Contractor's officers, directors, shareholders, agents, employees, heirs, administrators, executors, partners, successors and assigns, as the case may be. For the purposes of indemification under Section 5.08 of these General Conditions the term Contractor shall include Subcontractors, Sub- subcontractors, suppliers, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable 2

3 1.13 "Contractor Punch List" means the list to be prepared upon Substantial Completion, for review and approval by Owner, Construction Manager and Engineer, showing in detail all items of the Work to be completed and corrected by the Contractor as part of achieving Final Completion "Contractor's Schedule" means the schedule prepared by Contractor showing completion dates for major components of the Work and delivery dates for major materials and equipment, and such other scheduling information which may be needed to show that Work will be completed on a schedule which is consistent with all applicable Construction Activity Plans "Day" means a calendar day unless specified otherwise "Drawings" means the most recent version (if more than one version) of illustrations of the character and scope of the Work to be performed, which are prepared or approved by the Engineer and referred to in the Contract Documents "Engineer of Record" means the party identified as the Engineer in the Engineering Services Agreement, or any successor hereafter named by GMOL "Field Change Order" means a written instrument issued by GMOL to Contractor after the execution of this Contract ordering (1) a Change in the Work, (2) an adjustment in the Contract Price, or (3) an adjustment in the Contract Time "Final Completion" means when Contractor has fully and satisfactorily performed all the Work and other obligations required under the Contract Documents, including without limitation the items on the Contractor Punch List "Final Payment" means the final payment to Contractor upon Final Completion "GMOL" means General Mills Operations, LLC, a Delaware limited liability company "GMOL's Representative" means the person appointed by GMOL pursuant to Paragraph 9.01 of these General Conditions "General Requirements" means Sections of Division 1 of the Specifications "Hazardous Materials" means any materials for which the storage, transport, use or disposal are regulated by federal, state, local or provincial environmental laws, regulations and rules "Laws" means all applicable federal, state, local and/or provincial laws, statutes, codes, ordinances, rules, regulations, orders and/or guidelines "Lead Engineer" means that person, either a GMOL employee or a designee from an outside firm who has the principal responsibility for the oversight and/or performance of the engineering tasks for the Work that relate to a recognized engineering discipline "Liens" means a charge or encumbrance against GMOL's property "Material" means material(s) and/or equipment used for or used in the performance of the Work "Modification" means, (1) a written amendment to the Standard Agreement signed by both parties or, (2) a Field Change Order. 3

4 1.30 "Notice to Proceed" means the written authorization from GMOL to Contractor to commence the Work on the Commencement Date noted therein "Project Master Schedule" means the general Project schedule showing milestone dates for major portions of the Project "Plant Engineer" or "Plant Project Engineer" means that GMOL employee designated by the Plant as its principal engineering contact for the completion of the Work "Product Data" are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work "Project" means the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by GMOL or by separate contractors "Project Manager" means GMOL's internal designee as the GMOL employee responsible for the Project "Project Manual" means the project manual for the Project describing the various components of the Work "Project Punch List" is that listing of tasks that have been identified by the Project Team as being remaining Project Deliverables "Retainage" means an agreed-upon amount withheld from payment by GMOL "Samples" are physical examples which illustrate materials, equipment and workmanship and establish standards by which the Work will be judged "Schedule of Values" means the schedule required to be prepared by Contractor under Paragraph hereof "Shop Drawings" are drawings, diagrams, schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work "Site" means the property identified on the Standard Agreement "Specifications" means the most recent version (if more than one version) of portions of the Contract Documents which consist of written technical data, including without limitation, description of materials, equipment, construction systems, standards and workmanship as applied to the Work and measurements and administrative details applicable thereto "Standard Agreement" means the written agreement executed by GMOL and the Contractor for the Work to be performed "Subcontractor" is a person or entity, including without limitation a Supplier, who has a direct contract with the Contractor to perform a portion of the Work at the Site. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor "Sub-subcontractor" is a person or entity, including without limitation a Supplier, who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Site. 4

5 1.47 "Submittals" means the Shop Drawings, Product Data, Samples and similar submittals which are required or permitted under the Contract Documents to be submitted to GMOL, Construction Manager or Engineer for review and, as the case may be, approval "Substantial Completion" or "Substantially Complete" means when the Work has been completed in accordance with the Contract Documents (except for minor defects which shall be enumerated on the Contractor Punch List) to the extent required for GMOL to occupy and use the Work for its intended purpose, which shall include without limitation, (a) the Work has been completed to the extent required to obtain a Certificate of Occupancy or an occupancy permit and all other permits and certificates legally required for the operation of the Work and such permits and certificates have in fact been granted by the appropriate authorities for all such Work, (b) to the extent there are any, all elevators included in the Work are functioning in accordance with the requirements contained in the Contract Documents and are legally capable of being operated and carrying persons and property within the Project, (c) all heating, ventilating and air conditioning systems included in the Work are functioning in accordance with the requirements contained in the Contract Documents, (d) all life safety systems included in the Work are functioning in accordance with the requirements contained in the Contract Documents, (e) all processing and other equipment which is part of the Work is properly installed, in working order, tested and approved and (f) all areas of the Work are ready to receive furniture, fixtures and processing and other equipment which are not included in the Work "Supplementary Conditions" are project specific modifications to the Contract Documents "Supplier" means a person or entity which supplies materials and/or equipment for the Project "Work" means the construction and services required by the Contract Documents, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project DELIVERY OF BONDS AND INSURANCE ARTICLE 2.0 PRELIMINARY MATTERS A. Upon delivery of the executed Standard Agreement to GMOL, Contractor shall also deliver the bonds required in the Standard Agreement or elsewhere in the Contract Documents. B. Prior to the delivery of the executed Standard Agreement, Contractor shall deliver to GMOL the Certificates of Insurance required under Subparagraph 5.02(C) hereof. C. Contractor represents and warrants that the insurance required hereunder and described in the Certificates of Insurance is in force prior to the commencement of any Work, and Contractor agrees to give GMOL or to cause its insurer to give GMOL written notice at least thirty (30) days prior to the modification, non-renewal or cancellation of such insurance for any reason. Contractor further agrees that it will not commence any Work without said insurance. The failure of GMOL to obtain proof of required bonds and insurance shall not constitute a waiver of such requirements. 5

6 2.02 PRE-CONSTRUCTION MATTERS A. Contractor, prior to commencing to provide any of the Work, shall carefully study and compare the Contract Documents, including without limitation any changes thereto, and GMOL-furnished information, and shall at once report in writing to GMOL any error, inconsistency, omission or ambiguity, or any variance from applicable laws, statutes, ordinances, building codes, rules, regulations or any lawful orders of any governmental body or public or quasi-public authority which Contractor may discover. The obligations of Contractor in this Paragraph shall apply to all changes in the Contract Documents occurring after the execution of the Standard Agreement. B. The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to GMOL at once. C. Prior to commencing the Work, Contractor shall submit to GMOL for approval a proposed Contractor's Schedule as required by Paragraph 6.04 hereof. D. Contractor shall submit to GMOL for approval a preliminary Schedule of Values for the Work EXECUTION OF CONTRACT ARTICLE 3.0 CONTRACT DOCUMENTS, INTENT, AMENDMENTS, OWNERSHIP A. The Standard Agreement shall be signed by GMOL and Contractor in not less than triplicate. At the request of either party, the remainder of the Contract Documents shall be executed or initialed in not less than duplicate. B. Through its execution of the Standard Agreement, the Contractor represents and warrants to GMOL as follows: 1. It has thoroughly examined all documents pertaining to the Work, the Project and the Site, including without limitation the Drawings and Specifications; 2. It has visited the Site, become familiar with local conditions under which the Work is to be performed, including without limitation, (i) the accessibility to and from the Site, (ii) the nature and scope of the Work to be performed on the Site, (iii) the condition of the soil (at the surface and underground at every level relevant to the Work) based on the foundation and underground investigation and other soil tests which Contractor has been furnished and all other information which Contractor deemed relevant to its assessment of the condition of the soil, (iv) the character of the equipment and facilities needed preliminarily to and during the entire prosecution of the Work, (v) the general and local conditions under which the Work is to be performed, including without limitation natural conditions as well as labor and other conditions, (vi) any existing structures on the Site, and (vii) construction hazards; 3. It is fully aware of the critical time restrictions for performance of the Work; 4. It is a competent contractor who possesses a high level of experience and expertise in the business administration, construction, and supervision of projects of the size, complexity and nature of the Project, and that Contractor will perform the Work with the care, skill and diligence of such a contractor; 6

7 5. It is authorized to do business in the state in which the Project is located, and has all necessary licenses to perform the Work as may be required by any governmental or quasi-governmental authority; 6. It is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under the Contract Documents; 3.02 CORRELATION AND INTENT A. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. The Contractor shall perform all the Work by the Contract Documents and reasonably inferable from them, unless expressly stated otherwise in the Contract Documents. B. Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. C. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings AMENDMENTS The Contract Documents comprise the entire agreement between GMOL and Contractor for the Work and may be modified only by a written amendment to the Standard Agreement signed by both parties, or a Field Change Order in accordance with Article 10.0 hereof OWNERSHIP AND USE OF CONTRACT DOCUMENTS All Drawings and Specifications and any copies thereof furnished by GMOL or the Engineer (as the case may be) to the Contractor are and shall remain the property of GMOL. All copies of them shall be returned or suitably accounted for to GMOL, upon completion of the Work. The Contractor, Subcontractors and Sub- Subcontractors are granted a limited license to copy applicable portions of the Drawings and Specifications as needed to prosecute the Work. ARTICLE 4.0 AVAILABILITY OF LAND, PHYSICAL CONDITIONS, REFERENCE POINTS 4.01 AVAILABILITY OF LANDS GMOL shall furnish all land upon which the Work will be performed. GMOL shall secure and pay for necessary easements, if any, required for prosecution of Work on the Site. 7

8 4.02 SUBSURFACE AND CONCEALED CONDITIONS Except as otherwise expressly provided in the Contract Documents, Contractor shall be responsible for subsurface and latent conditions at the Site. Contractor shall promptly notify GMOL in writing of any subsurface or latent physical condition(s) at the site or in existing structures which differ from the conditions referred to in the Contract Documents. If subsurface or latent physical conditions at the Site differ substantially from those referred to in the Contract Documents, and could not reasonably have been anticipated by Contractor in connection with Contractor's review of conditions at the Site as required by the Contract Documents, the Contract Documents will be amended accordingly REFERENCE POINTS Contractor shall lay out the Work and preserve established reference points. Contractor shall not change or relocate any established point without the prior written approval of GMOL. Contractor shall promptly report to GMOL any reference point which is lost, destroyed or requires relocation due to required changes in grades or locations. Contractor shall pay the cost of replacement or relocation of such reference points which shall be completed by qualified personnel acceptable to GMOL PERFORMANCE BOND AND PAYMENT BOND ARTICLE 5.0 BONDS AND INSURANCE A. Contractor shall be required to accompany its bid for the Work with a bid security equal to five percent (5%) of the amount of such bid, payable to GMOL by certified check or bid bond from a surety licensed in the state of the project, guaranteeing that the Contractor will execute the Standard Agreement and fulfill all other conditions which must be fulfilled at or prior to the execution of the Standard Agreement within five (5) days after receipt of notice that the Contractor has been awarded the Contract. If Contractor fails to so execute the Standard Agreement and to comply with said conditions within said five (5) day period, GMOL shall have the right to draw on the certified check or bid bond securing the bid. B. GMOL shall have the right to require the Contractor or Subcontractors to furnish bonds covering faithful performance of any bid submitted to GMOL, or faithful performance of Contractor's obligations under the Contract Documents and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents. To the extent any such bonds are required in the Contract Documents, appropriate evidence of the cost of such bonds shall be furnished to GMOL. Said cost shall not be included in the Contract Price; GMOL shall pay said cost or, if already paid by Contractor, reimburse Contractor for said cost. In no event shall Contractor be entitled to a fee or an allowance for overhead and profit for said cost. C. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract Documents, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made. D. All required bonds shall name GMOL as obligee and shall be issued by a surety satisfactory to GMOL. All performance bonds shall cover liquidated damages, if any, set forth in the Standard Agreement. If at any time a surety on any required bond is declared a bankrupt or loses its right to do business in the state in which the Project is located, Contractor within ten (10) days after notice from GMOL to do so shall provide a satisfactory substitute bond. 8

9 E. The following rider shall be attached to all required bonds: 1. Surety hereby agrees that it consents to and waives notice of any addition, alteration, omission, change, or other modification of the Contract Documents (including any Subcontract) which, singularly or in the aggregate, does not exceed fifteen percent (15%) of the Contract Price but, except as to the foregoing, any addition, alteration, change extension of time, or other modification of the Contract Documents, or any forbearance on the part of either the GMOL or Contractor to the other, shall not release Surety of its obligations hereunder, notice to Surety of such matters being hereby waives. 2. Surety further agrees that in the event of any default by GMOL in the performance of GMOL's obligations to Contractor under the Contract, Contractor or Surety shall cause written notice of such default (specifying said default in detail) to be given to GMOL, and GMOL shall have thirty (30) days from time after receipt of such notice within which to cure such default, or such additional reasonable period of time as may be required if the nature of such default is such that it cannot be cured within thirty (3) days. Such Notice of Default shall be sent by certified or registered U.S. Mail, return receipt requested, first class postage paid CONTRACTOR'S LIABILITY INSURANCE A. The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business sin the jurisdiction in which the Project is located such insurance as will protect the Contractor, and GMOL as an additional insured by endorsement, except for worker s compensation insurance, from claims set forth below which may arise out of or result from the Contractor's operations under the Contract Documents and for which the Contractor may be legally liable, whether such operations be by the contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: 1. Worker's Compensation insurance in accordance with all laws and occupational disease insurance for all Contractor's employees engaged in the Work in any manner with Employer's Liability limits of not less than US$1,000,000 per incident. Such insurance shall insure against claims under workers' compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed claims for damages because of bodily injury occupational sickness or disease, or death of the Contractor's employees; 2. Commercial general liability (including the so-called "Broad Form" endorsement) insurance, on an occurrence basis with limits for injury, death and/or loss of or damage to property of not less than US$5,000,000 combined single limit, unless another amount is approved in writing by GMOL. Such general liability insurance shall insure against claims for personal injury, death and claims for damages due to injury or to destruction of property. 3. Broad form Contractual liability insurance which insures against claims involving contractual liability insurance applicable to the Contractor's obligations under Paragraph 5.08 of these General Conditions or elsewhere in the Contract Documents, in the amounts required in Subparagraph 5.02(A)(2); 4. Contractor's protective liability insurance in the amounts required in Subparagraph 5.02(A)(2); 5. Explosion, collapse and damage to underground utilities insurance in the amount set forth in Subparagraph 5.02(A)(2); 9

10 6. Automobile/equipment liability insurance insuring against injury, death and/or damage to or loss of property in the amount of US$1,000,000 combined single limit covering all vehicles used in furtherance of the Work, whether owned, leased, rented, or hired; 7. Professional liability insurance with limits of at least $2,000,000 per occurrence if providing engineering or construction management services. 8. Additional insurance as required by the Supplementary Conditions, if any. B. The insurance required by Subparagraph 5.02(A) shall be written for not less than limits of liability specified in the contract Documents or required by law, whichever coverage is greater. Coverage shall be maintained without interruption from date of commencement of the Work until date of Final Payment and termination of any coverage required to be maintained after Final Payment. All insurance required of Contractor shall be through companies acceptable to GMOL. C. Certificates of Insurance acceptable to GMOL shall be filed with GMOL prior to commencement of the Work. If the standard Certificates of Insurance issued by the insurer do not adequately disclose the information regarding the insurance requirements et forth herein, Contractor shall provide GMOL with copies of actual insurance policies or, in lieu thereof, riders or endorsement to the Certificates of Insurance which clearly indicate the specific coverage (including the contractual liability for the Contractor's obligations under Subparagraph 5.02(A)(3)). The Certificates of Insurance and the insurance policies required by this Subparagraph 5.02(C) shall contain a provision that coverage afforded under the policies will not be canceled, modified or allowed to expire until at least thirty (30) days prior written notice has been given to GMOL. If any of the foregoing insurance coverage is required to remain in force after Final Payment, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 14.08(B). Contractor shall promptly notify GMOL of any known or suspected information concerning reduction of coverage. The obligations of the Contractor to provide insurance shall not be waived by GMOL's failure to request evidence of insurance or to enforce any of the provisions of this Article 5.0 by GMOL's failure to object to any submissions by the Contractor respecting insurance. D. If the Contractor fails to purchase or maintain any of the bonds or insurance coverage specified in Paragraphs 5.01 or 5.02, GMOL may (but shall not be obligated to) purchase such bonds or insurance on the Contractor's behalf and shall be entitled to be reimbursed for any premiums paid. Contractor shall be liable to GMOL for all damages incurred by GMOL as a result of Contractor's failure to carry the required insurance. E. Not less than thirty (30) days prior to the expiration or renewal date of any of Contractor's insurance policies, Contractor shall supply GMOL with updated replacement certificates of insurance and mandatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection and scope of coverage, as was provided by this Certificates and any mandatory riders or endorsements originally supplied. F. The minimum insurance coverage required hereunder shall not limit the amount of Contractor's liability under the Contract Documents PROPERTY INSURANCE A. Unless otherwise provided, GMOL shall purchase and maintain, property insurance insuring the Work in the amount of its full insurable value. The insurance shall include the interests of GMOL and Contractor, except that such insurance shall not include (1) Contractor's or any Subcontractor's equipment, material or property, or (2) materials which are to be part of the Work but which are not yet properly stored on the Site. Contractor shall maintain property insurance on any materials provided by Contractor while such materials are in transit in the full amount of their insurable value. 10

11 B. If Contractor is otherwise liable for losses covered by GMOL's insurance, the Contractor shall pay deductibles attributable to such loss WAIVER OF SUBROGATION GMOL and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Engineer, Construction Manager, either of their consultants, separate contractors described in Article 7.0 if any, and the subcontractors, sub- subcontractors, agents and employees of any of them, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to Paragraph Owner or Contractor, as appropriate, shall require of the Construction Manager, Engineer, separate contractors described in Article 7.0, if any, and the subcontractors, subsubcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged PAYMENT OF PROPERTY INSURANCE CLAIMS A loss insured under GMOL's property insurance shall be payable to GMOL, to be allocated among insureds as their interests may appear. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. Any objection to GMOL's distribution of insurance proceeds shall be considered a Claim, to be resolved in accordance with Article 16.0 hereof. If after such loss no other special agreement is made, replacement of damaged property shall be covered by appropriate Field Change Order AUTHORITY TO SETTLE CLAIMS GMOL shall have power to adjust and settle a loss with insurers, in GMOL's sole discretion. Such power shall not be subject to a Claim by Contractor, provided that any objection to the distribution of proceeds from a property insurance shall be considered a Claim, to be resolved in accordance with Article 16.0 hereof PARTIAL OCCUPANCY Partial occupancy or use in accordance with Paragraph shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. GMOL and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance INDEMNIFICATION A. As used in these General Conditions, "Indemnitees" shall mean GMOL and its subsidiaries and divisions, Construction Manager, Engineer, and all of their respective partners, trustees, beneficiaries, directors, officers, shareholders, consultants, agents, employees and anyone else acting for or on behalf of any of them in connection with the Project. B. To the fullest extent permitted by law, Contractor shall indemnify, defend, protect and hold harmless the Indemnitees from and against claims, damages, losses, penalties and expenses, including without limitation, attorney's and consultant's fees and expenses ( Claims ), arising out of or resulting from performance of the Work or the acts or omissions of the Contractor, to the extent such Claims are caused by Contractor. The Contractor shall indemnify and hold harmless GMOL against any mechanics' liens by Subcontractors, Subsubcontractors or material suppliers and against any assertion of security interests by suppliers of goods and materials. Such obligation shall not extend to Claims to the extent they result from the negligence or willful misconduct of the the Indemitees. 11

12 C. To the fullest extent permitted by law, Contractor hereby irrevocably releases and irrevocably agrees to indemnify and hold harmless the Indemnitees from any and all Claims, both for personal injury, death, property damage and any other type of Claim resulting from or arising out of Contractor' s use, operation, maintenance or installation of any equipment or any other tools supplied by GMOL at the request of Contractor including, without limitation, hand tools, hoists, cranes, scaffolds, lights and any other type of apparatus, facilities or services, hereinafter referred to collectively as " equipment" and " tools" or the installation, use, condition, operation or maintenance by any person of such equipment or tools, which the Indemnitees may loan, furnish, provide, install, operate, maintain or otherwise make available, directly or indirectly, for the use by or on behalf of Contractor (including its subcontractors and suppliers of any tier, and Contractor' s and such subcontractor' s and supplier' s agents, suppliers, subcontractors, employees, officers, and any other persons for whose acts any of the foregoing may be directly or indirectly liable. D. In Claims against any of the Indemnitees by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 5.08 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor a Subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. E. To the fullest extent permitted by law, Contractor hereby waives any rights Contractor may have, including, without limitation, statutory rights, which operate to limit Contractor's liability for indemnification and/or contribution under the indemnification provisions of this Article SUBCONTRACTOR'S INSURANCE Contractor shall cause its Subcontractors and Sub-subcontractors to comply with the insurance provisions of Article 5.02 and to name GMOL as an additional insured by endorsement. Prior to any Work being commenced by any Subcontractor(s) or Sub-subcontractors, Contractor shall deliver to GMOL Certificates of Insurance evidencing that all required insurance is in force. Contractor agrees to indemnify, defend and hold GMOL harmless from all claims, damages, suits, judgments, losses, costs and expenses, including counsel fees, which arise out of or result from Subcontractor's or Subsubcontractor's noncompliance with the provisions of this Article ARTICLE 6.0 RIGHTS AND RESPONSIBILITIES OF CONTRACTOR 6.01 SUPERVISION AND CONSTRUCTION PROCEDURES A. The Contractor shall supervise, direct and perform the Work, using the Contractor's best skill and attention, and consistent with the care and skill of a contractor with the expertise which Contractor has represented to possess in Subparagraph 3.01(B) hereof. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents. B. The Contractor shall be responsible to GMOL for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with, or on behalf of, the Contractor. C. The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents by tests, inspections or approvals of any portion of the Work required or performed by persons other than the Contractor, including without limitation, GMOL, Construction Manager, Engineer and governmental authorities. D. The Contractor shall be responsible for inspection of portions of Work already performed under the Contract Documents to determine that such portions are in proper condition to receive subsequent Work or work by separate contractors. 12

13 6.02 CONTRACTOR REPRESENTATIVE The Contractor shall employ a competent representative and necessary assistants who shall be in full-time attendance at the Site during performance of the Work. The representative shall be satisfactory to GMOL, and the Contractor shall not replace the representative without the prior written consent of GMOL. The representative shall represent the Contractor, and communications given to the representative shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. Nothing in this Paragraph shall modify a requirement elsewhere in the Contract Documents that a communication be in writing LABOR AND MATERIALS A. Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. B. The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract Documents. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. The Contractor shall not employ any person or entity against whom GMOL objects. The Contractor shall not permit any person to perform any portion of the Work whom Contractor knows or has reason to know is under the influence of alcohol or illicit drugs. C. The Contractor shall not substitute materials specified or described in the Drawings or Specifications by a specific name or manufacturer unless consented to in writing. D. GMOL shall have the right to remove or bar an employee of Contractor of Subcontractor from the Site, which right shall be reasonably exercised. Neither the exercise or non-exercise of such right shall relieve Contractor from the obligations with respect to employees at the Site CONTRACTOR'S SCHEDULE A. Contractor acknowledges that, in connection with Contractor's bid for the Work, Contractor has reviewed the Project Master Schedule and has consulted with GMOL in connection with the preparation of all Construction Activity Plans pertaining to the Work. The Contractor, promptly after execution of the Standard Agreement, (if not already submitted prior to execution) shall prepare and submit for GMOL's, Construction Manager's and Engineer's information, and approval by GMOL, a schedule for the Work (the "Contractor's Schedule"). The Contractor's Schedule shall not exceed time limits specified in the Contract Documents, and shall conform with all of the Construction Activity Plans pertaining to the Work in all respects, taking into consideration the work of other contractors which is dependent on the completion of all or a portion of the Work. Contractor shall update the Contractor's Schedule from time to time as needed to reflect the actual and anticipated progress of the Work, provided, however, that Contractor shall remain obligated to perform the Work in accordance with the approved Contractor's Schedule unless and until GMOL approves any such revisions. B. The Contractor shall prepare and keep current, for GMOL's approval, a schedule of Submittals which is coordinated with the Contractor's Schedule and allows GMOL, Construction Manager and Engineer reasonable time to review Submittals. 13

14 6.05 ROYALTIES AND PATENTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Indemnitees (as defined in Paragraph 5.08 above) harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process or product is an infringement of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to GMOL, Construction Manager and Engineer prior to incorporating the design, process or product into the Work PERMITS, FEES AND NOTICES A. Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. The Contractor shall procure all certificates of inspection, use and occupancy, permits and licenses, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the Work. Certificates of inspection, use and occupancy shall be delivered to GMOL upon completion of the Work in sufficient time for occupation of the Project in accordance with the approved schedule for the Work. The costs of such procurement, payment and delivery are included within the Contract Price. GMOL may elect to procure any permit necessary for proper execution and completion of the Work, in which case the cost thereof shall be deducted from the Contract Price. B. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities bearing on performance of the Work. C. Unless GMOL procures the building permit itself, a photocopy of the building permit shall be delivered to GMOL and the Engineer as soon as it is obtained. Upon Final Completion, the Contractor shall deliver all original permits, licenses and certificates to GMOL and shall deliver photocopies to the Engineer LAWS CONCERNING THE WORK Contractor shall comply with all laws in respect of the Work. If Contractor observes any conflict between any laws and the Contract Documents, Contractor shall promptly give GMOL written notice thereof, and GMOL will issue any Modification required by such conflict. Contractor shall be responsible for all costs arising from Work performed in violation of any law for which Contractor has not given GMOL prior written notice CHANGES IN TECHNICAL DATA Throughout the period of the Work, Contractor shall advise GMOL of any deviation or change in the standard specifications, manuals or codes of any technical society, organization or association, or any code of a government authority from those referenced in the Contract Documents of which Contractor has knowledge or should have knowledge. 14

15 6.09 TAXES; BENEFITS The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. Contractor shall pay when due, and hold GMOL harmless against all claims for payment of union welfare and pension fund contributions payable by Contractor, as employer, all taxes or premiums which may be payable under the unemployment insurance law of any state, the United States Internal Revenue Code or the applicable laws and codes of the province where the Work is performed STORAGE Contractor shall keep its construction equipment, the storage of materials and the operations of its workers to areas designated in the Contract Documents, or as directed by GMOL from time to time DOCUMENTS AND SAMPLES AT THE SITE; RETENTION OF RECORDS The Contractor shall maintain at the Site for GMOL one record copy of the Drawings, Specifications, Addenda, Field Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required Submittals. These shall be available to the Construction Manager and Engineer, and shall be delivered to GMOL in good condition upon Final Completion of the Work and before Final Payment is made. Contractor shall retain all other records or documents pertaining to the Project for the same period as required for income tax reporting purposes. GMOL, upon notice to Contractor, shall have the right to review said documents and records. The obligation of Contractor to retain and make available records shall survive termination of the Standard Agreement CONDITION OF SITE; CLEANING UP A. The Contractor shall keep the Site and surrounding area free from accumulation of waste materials or rubbish. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials. Contractor shall thoroughly wash and clean all glass and mirror surfaces, and shall leave the Work neat and broom clean. The Contractor shall clean up after its operation, by removing rubbish, including old and surplus materials. The Contractor shall use its best efforts to prevent dust. The Contractor shall be responsible for the overall cleanliness and neatness of the Work. B. If the Contractor fails to clean up as provided in the Contract Documents, GMOL may do so and the cost thereof shall be charged to the Contractor, and deducted from amounts due. C. The Contractor shall confine operations at the Site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the Site with materials or equipment. The Contractor shall promptly resolve any complaints by a separate contractor, an adjoining property owner or governmental authority that Contractor's Work is interfering with private or public property on or in the vicinity of the Site CUTTING AND PATCHING A. The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. 15

16 B. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of GMOL or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by GMOL or a separate contractor except with written consent of GMOL and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from GMOL or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. All such Work shall be carried out by qualified tradesmen in the craft required to execute the Work ACCESS TO WORK The Contractor shall provide GMOL, Construction Manager and Engineer access to the Work in preparation and progress wherever located DELIVERY OF WARRANTIES AND OTHER DOCUMENTS At appropriate times during execution of the Work and in all events before Final Payment, Contractor shall deliver to GMOL, with respect to each item or equipment or apparatus furnished as part of the Work, (1) all manufacturers' warranties or guarantee, and (2) complete sets of manuals containing the manufacturers' instructions for maintenance and operation of such item REMOVAL OF LIENS In addition to all other obligations of Contractor with respect to mechanic's or materialmen's lien under the Contract Documents, Contractor shall promptly obtain the release of any mechanic's or materialmen's lien which is filed against the Site or the Project, or in the sole discretion of GMOL, provide GMOL with a bond in the full amount of such lien SAFETY PRECAUTIONS AND PROGRAMS A. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. B. In the event the Contractor encounters on the Site material reasonably believed to be asbestos or polychlorinated biphenyl (PCB) or any other Hazardous Materials which has not been rendered harmless, the Contractor shall immediately stop Work in the area affected and report the condition to GMOL in writing. The Work in the affected area shall not thereafter be resumed except by written agreement of GMOL and Contractor if in fact the material is asbestos or polychlorinated biphenyl (PCB) or any other Hazardous Materials and has not been rendered harmless. The Work in the affected area shall be resumed in the absence of asbestos or polychlorinated biphenyl (PCB) or any other Hazardous Materials, or when it has been rendered harmless SAFETY OF PERSONS AND PROPERTY A. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to: 1. employees of Contractor and its Subcontractors and Sub-subcontractors on the Work and other persons who may be affected thereby; 2. the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Subsubcontractors; and 16

17 3. other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction, as well as real and personal property adjacent to or in the vicinity of the Site. B. The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. C. The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract Documents, reasonable safeguards for Site security, safety and protection, including without limitation, all necessary bracing, shoring, barricades, guardrails and fences as required for protection of workers and the public and protection of intrusion onto the Site by trespassers, posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. D. When demolition activity or use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. E. The Contractor shall promptly remedy damage and loss to property referred to in Subparagraphs 6.18(A)(2) and 6.18(A)(3) caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subparagraphs 6.18(A)(2) and 6.18(A)(3), except damage or loss attributable solely to acts or omissions of GMOL, Construction Manager or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. F. The Contractor shall designate a responsible member of the Contractor's organization at the Site whose duty shall be the prevention of accidents. This person shall be the Contractor's supervisor unless otherwise designated by the Contractor in writing to GMOL and Engineer. G. The Contractor shall not load or permit any part of the construction or Site to be loaded so as to endanger the safety of persons or property. H. The Contractor shall promptly report in writing to GMOL all accidents arising out of or in connection with the Work which cause death, personal injury or property damage, giving full details and statements of any witnesses. In addition, if death or serious personal injuries or serious damages are caused, the accident shall be reported immediately by telephone or messenger to GMOL. I. Contractor shall protect adjoining private or municipal property and shall provide barricades, temporary fences and covered walkways required to protect the safety of passers-by as required by prudent construction practices, local building codes, ordinances or other laws or the Contract Documents. J. In addition to its other obligations pursuant to this Article 6.0, the Contractor shall promptly repair any damage or disturbance to walls, utilities, sidewalks, curbs and the property of third parties (including municipalities), resulting from the performance of the Work, whether by Contractor or its Subcontractors, Subsubcontractors, or the agents or employees of any of them. The Contractor shall maintain streets in the vicinity of the Site in good repair. 17